Directors and board members
Including outside directors and, in a small company, the friend or investor who agreed to sit on a board as a favour and has never attended a meeting about insurance.
Moon Insurance Managers, Inc. · TDI license #5595
The worry is rarely abstract. Somebody is unhappy about a decision — an investor, a lender, a member, a regulator, a former partner — and the question is whether the people who made it can be named personally, and who pays to defend them. Directors and officers liability insurance, usually shortened to D&O, is the coverage built for that.
Texas corporate law permits an organisation to buy it for the people who govern it, whether or not the organisation could otherwise indemnify them. What any given policy then does is set by its own form.
If a demand, suit or investigation has already arrived
Do not put it in the form on this page, and do not wait to see whether it goes away. Report it to your current insurer under that policy’s own notice terms, involve your attorney, and preserve the documents. These policies are claims-made and the reporting clock is real. Then call us on (281) 484-8320 and we will help you work through what the policy is asking for.
Wider than the boardroom
People assume this is a public-company subject. It is not: a private company with three shareholders and a nonprofit with a volunteer board both have governing people making decisions that somebody can object to later.
Including outside directors and, in a small company, the friend or investor who agreed to sit on a board as a favour and has never attended a meeting about insurance.
The people making the decisions that get second-guessed later — hiring, contracts, pricing, financing, whether to keep trading through a bad quarter.
Entity coverage, where a form provides it, responds when the organisation is named rather than the individual. Whether it is present, and for which kinds of claim, varies a great deal between forms.
People leave, and claims arrive afterwards about decisions made while they were there. How a form treats former office-holders — and how long it keeps treating them that way — is a question to ask before it matters.
Whether a particular individual is an insured person under a particular policy is a definitions question on that form — not something a general page can settle, and one of the first things worth reading.
Sources: Texas Business Organizations Code — §8.151; Texas State Office of Risk Management — D&O program. Verified .
Read this before the coverage grid
These policies are written on a claims-made basis. In plain terms, what matters is not only when the decision was made but when the claim is made and reported — and a policy generally responds to claims first made and reported during its period, subject to its own terms.
Three consequences follow, and they cause most of the disappointment on this line:
Commercial D&O forms and rates are treated as an exempt commercial line in Texas, which is another way of saying the comparison that matters happens at form level rather than against a published standard.
Source: TDI — Filings Made Easy, commercial lines guide. Verified .
Three ways one policy pays
The three sides are not three products. They are three answers to a single question: who is bearing the loss at the moment the policy is asked to respond.
Side A
Loss falling on a director or officer personally when the company does not indemnify them — because it cannot, because it is insolvent, or because the law does not permit it in that situation. This is the part people are really asking about when they ask whether their house is exposed.
Side B
Where the company does indemnify its people, this side reimburses the company for doing so, above the retention. Most of the time this is the side that actually pays.
Side C
Entity coverage, addressing claims made against the organisation directly. For private companies and nonprofits the scope of this side is one of the sharper differences between forms, and it is worth reading rather than assuming.
Which sides a policy carries, how broad each one is, and how the retention applies to each are all form questions. Nobody can tell you from a distance that yours has all three, and a proposal that does not make it obvious is worth a direct question.
Two boundaries
An allegation from someone who works there, or applied to. Wrongful dismissal, hostile-workplace and comparable allegations are answered by employment practices liability. Many private-company management liability products offer both together, which is exactly why so many businesses assume they hold the second one. Check what the policy schedules, not what the package is called.
An allegation from a client about the work itself. If the complaint is that a service, an item of advice or a deliverable was defective and cost the client money, that is professional liability. The split is leadership decision versus client work, and it holds up well in practice.
And the older boundary: injury and property damage remain a general liability question. This subject is about financial loss and conduct, not about someone being hurt.
A common misunderstanding
Nonprofit directors are frequently unpaid, and unpaid is regularly mistaken for unexposed. It is not the same thing. A nonprofit board makes decisions about money, people, grants, programmes and property, and those decisions can be challenged by donors, members, beneficiaries, funders or regulators like anyone else’s.
Nonprofit and private-company forms are related but separately underwritten, and the differences are real enough that a form built for one is not automatically right for the other. It is a question to raise as its own conversation.
What a review needs
This is not a five-minute quote line, and pretending otherwise wastes everyone’s time. A serious submission establishes the organisation, the people, and what is already known:
Financial statements, ownership documents, board minutes and any claim correspondence come later, by phone or through a secure route we will name — never through the form on this page.
No obligation
Tell us what the organisation is, who governs it, whether outside money is involved, and what is changing this year. We will work through which management-liability decisions actually apply to you and what a submission would have to establish. The phone is fastest: (281) 484-8320, or use the form below.
Monday to Thursday, 9:00 to 5:00; Friday, 9:00 to 4:00. 360 FM 1959, Houston, TX 77034. Policies written statewide — you do not have to be local.
Broadly, claims alleging wrongful acts, errors or omissions in the running of an organisation — decisions made by its directors, officers and managers in that capacity. Texas corporate law permits an enterprise to buy insurance for a governing person against liability incurred in that capacity, whether or not the enterprise could otherwise indemnify them. What any particular policy actually covers is set by its own wording, definitions and exclusions.
Yes. That possibility is the reason this coverage exists. Being named is not the same as being liable, and defending the allegation costs money regardless of how it ends — which is usually the exposure people are actually worried about. Whether a specific individual is an insured person under a specific policy is a definitions question on that form.
Three ways the same policy can pay, depending on who bears the loss. Side A responds to loss falling on an individual whom the company has not indemnified. Side B reimburses the company when it does indemnify. Side C, entity coverage, responds to claims against the organisation itself. Which sides a policy carries, and how broad each is, varies by form — no page can tell you that yours has all three.
No. General liability answers bodily injury and property damage — someone was hurt or something was damaged. This answers allegations about decisions and management conduct, where the loss is financial and nobody was physically harmed. The two rarely overlap and neither substitutes for the other.
Not by default, and this is the most common assumption worth checking. Allegations by applicants, employees and former employees are answered by employment practices liability, which is a separate coverage — although many private-company management liability products offer the two together, which is precisely why people assume they already have it. Look at what the policy schedules rather than what the package is called.
It can be, and this matters more than almost anything else on the page. These policies are claims-made, and forms differ on what counts as a claim and when it has to be reported. Some address investigations; some do not. Treating a demand letter as something to sort out quietly first is one of the reliable ways to lose coverage that would otherwise have responded. Read your policy’s notice terms and report on time.
It depends on the form, and the difference is large. Where defense costs erode the limit, a long defense reduces what remains for a settlement or judgment. Where they sit outside it, they do not. Never assume either arrangement — it is one of the first things to check on a proposal.
They use related but genuinely different forms, and they are separately underwritten. A nonprofit board faces its own mix of exposures — donors, grants, volunteers, beneficiaries, regulators — and its people are frequently unpaid volunteers who assume, wrongly, that unpaid means unexposed.
Many forms treat a change in control as a significant event, and some effectively stop responding to acts occurring after it — leaving the question of how claims about the earlier period get handled. That is usually addressed deliberately, before the transaction closes rather than after. It is a question to raise with the insurer and counsel early.
Moon Insurance Managers, Inc. — 360 FM 1959, Houston, TX 77034 — (281) 484-8320